General information about company

Scrip code950104
NSE Symbol
MSEI Symbol
ISININE146O01014
Name of the entityHINDUJA LEYLAND FINANCE LIMITED
Date of start of financial year01-04-2021
Date of end of financial year31-03-2022
Reporting QuarterYearly
Date of Report31-03-2022
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearAny other



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrDheeraj G HindujaABKPH6165Q00133410Non-Executive - Non Independent DirectorChairperson27-07-1971No30-08-201114-08-20201010
2MrS NagarajanADJPN4408P00009236Executive DirectorNot Applicable10-06-1948NA12-11-200801-04-20200000
3MrSachin PillaiACKPP8384L06400793Executive DirectorNot ApplicableCEO-MD06-06-1972NA11-02-20200000
4MrGopal MahadevanAACPG7248J01746102Non-Executive - Non Independent DirectorNot Applicable20-05-1966No16-03-201520-09-20201020



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MrSudhanshu TripathiAAYPT9685J06431686Non-Executive - Non Independent DirectorNot Applicable07-06-1959No13-08-201504-07-20193061
6MrG S SundararajanAASPS1807M00361030Non-Executive - Independent DirectorNot Applicable29-05-1960No21-05-2019340011
7MrR S SharmaAGLPS9067Q00013208Non-Executive - Independent DirectorNot Applicable01-02-1951No23-07-201423-07-2019922272
8MsManju AgarwalAAGPA1392M06921105Non-Executive - Independent DirectorNot Applicable30-12-1957No05-06-2018453373



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing RegulationsNumber of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
9MrD SarkarAISPS8116R02502618Non-Executive - Independent DirectorNot Applicable03-11-1953Yes13-08-201513-08-2020792220
10MsBhumika BatraAKVPB1516H03502004Non-Executive - Independent DirectorNot Applicable11-08-1981No04-11-20201666114
11MrJean BrunolDYFPB3063N03044965Non-Executive - Independent DirectorNot Applicable23-03-1952No22-03-202211110



Text Block

Textual Information(1)
Mr.Jean Brounol, Independent Director of the Company was appointed on 22nd March, 2022 and his tenure is only 9 days as on 31st march 2022. Since Tenure can only be entered in months in this report it is entered as 1.




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100361030G S SundararajanNon-Executive - Independent DirectorChairperson21-05-2019
202502618D SarkarNon-Executive - Independent DirectorMember30-03-2015
306921105Manju AgarwalNon-Executive - Independent DirectorMember05-06-2018
401746102Gopal MahadevanNon-Executive - Non Independent DirectorMember15-04-2015
500013208R S SharmaNon-Executive - Independent DirectorMember14-03-2018


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100013208R S SharmaNon-Executive - Independent DirectorChairperson30-03-2015
200133410Dheeraj G HindujaNon-Executive - Non Independent DirectorMember13-07-2012
302502618D SarkarNon-Executive - Independent DirectorMember30-03-2015
406431686Sudhanshu TripathiNon-Executive - Non Independent DirectorMember26-09-2015
503502004Bhumika BatraNon-Executive - Independent DirectorMember03-06-2021


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106921105Manju AgarwalNon-Executive - Independent DirectorChairperson05-06-2018
206400793Sachin PillaiExecutive DirectorMember03-06-2021
306431686Sudhanshu TripathiNon-Executive - Non Independent DirectorMember02-01-2016


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
102502618D SarkarNon-Executive-IndependentChairperson02-11-2015
200009236S NagarajanExecutive-Non-IndependentMember02-11-2015
300013208R S SharmaNon-Executive-IndependentMember30-03-2015
401746102Gopal MahadevanNon-Executive-Non-IndependentMember20-06-2020
500133410Dheeraj G HindujaNon-Executive-Non-IndependentMember03-06-2021


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Number of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
110-11-2021Yes105
207-02-202288Yes105
318-02-202210Yes105
416-03-202225Yes105
522-03-20225Yes116



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
1Audit Committee09-11-2021Yes54
2Audit Committee07-02-202289Yes54
3Audit Committee16-03-202236Yes54
4Nomination and remuneration committee01-11-2021Yes53
5Nomination and remuneration committee22-03-2022Yes53
6Stakeholders Relationship Committee29-10-2021Yes31



Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Number of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
7Risk Management Committee10-11-2021Yes52
8Risk Management Committee04-02-2022Yes52



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities)Yes
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryB Shanmugasundaram
2DesignationCompany Secretary and Compliance Officer



Text Block

Textual Information(1)

With reference to Market Capitalisation as per immediate previous Financial Year we have chosen Any other since we are a debt listed Company and not equity listed.




Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessNA
2Terms and conditions of appointment of independent directorsNA
3Composition of various committees of board of directorsNA
4Code of conduct of board of directors and senior management personnelNA
5Details of establishment of vigil mechanism/ Whistle Blower policyNA
6Criteria of making payments to non-executive directorsNA
7Policy on dealing with related party transactionsNA
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsNA

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesNA
11email address for grievance redressal and other relevant detailsNA
12Financial resultsNA
13Shareholding patternNA
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeNA
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)NA
18Credit rating or revision in credit rating obtainedNA
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearNA
20Whether company has provided information under separate section on its website as per Regulation 46(2)NA
21Materiality Policy as per Regulation 30NA
22Dividend Distribution policy as per Regulation 43A (as applicable)NA
23It is certified that these contents on the website of the listed entity are correctNA


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)Yes
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)Yes
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)NoWe will comply this from quarter ended 31st march, 2022
29Composition of Board of Directors of unlisted material Subsidiary24(1)NA
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)NoWe will comply this from year ended 31st march, 2022
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)Yes
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)NA
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryB Shanmugasundaram
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryB Shanmugasundaram
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Applicable
Reason for Non Applicability Textual Information(1)

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them500
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by themNIL00
Promoter Group or any other entity controlled by themNIL00
Directors (including relatives) or any other entity controlled by themNIL00
KMPs or any other entity controlled by themNIL00

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by themNIL00
Promoter Group or any other entity controlled by themNIL00
Directors (including relatives) or any other entity controlled by them NIL00
KMPs or any other entity controlled by themNIL00
(D) Additional InformationTextual Information(2)

II. Affirmations

AffirmationsCompliance StatusCompany Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.YesTextual Information(3)
Name KISHORE KUMAR LODHA
Designation CFO
Place CHENNAI
Date26-04-2022

Signatory Details

Name of signatoryB Shanmugasundaram
Designation of personCompany Secretary and Compliance Officer
PlaceCHENNAI
Date26-04-2022